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EMMA Dataport Manual for Primary Market Submissions Version 2.4, August 2019 emma.msrb.org The Official Source for Municipal Disclosures and Market Data

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Page 1: EMMA Dataport Manual for Primary Market Submissions · Municipal Securities Rulemaking Board 2 EMMA Dataport Manual for Primary Market Submissions Revision History Version Date Description

EMMA Dataport Manual for Primary Market Submissions Version 2.4, August 2019

emma.msrb.org

The Official Source for Municipal Disclosures and Market Data

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Municipal Securities Rulemaking Board 2

EMMA Dataport Manual for Primary Market Submissions

Revision History

Version Date Description of Changes

1.0 June 2009 Initial version (Form G-32 Manual supersedes Form G-36 Manual).

1.1 August 2009 Added requirement for reporting the original dated date on remarketing submissions with no change in CUSIPs.

Clarified instructions for reporting of the Closing Date on 529 Savings Plans.

1.2 November 2009

Clarified instructions for reporting the Maturity Principal Amount for capital appreciation bonds and zero coupon securities in Section 4.4.

Updated location of web service and made minor changes to the sample XML in Section 5.4.

Changes effective December 1, 2009: Revised instructions for the Offering Screen in Section 4.6.3 to conform to changes to MSRB Rule A-13.

1.3 February 2010

Updated manual to reflect changes on Word-Searchable PDF’s.

1.4 July 2010 Outlined instructions on Refunded Issues for Advance Refunding Document submissions without a Refunded CUSIP in Section 4.7.1 Outlined Instructions on Remarketing/New Issue Change submission type in Section 4.7.2.C.

1.5 August 2010 Updated manual to reflect Voluntary OS submissions. Clarified the difference between document and file options on the Document Tab in EMMA Dataport.

1.6 November 2010

Submission specifications for primary market were separated from EMMA Dataport Manual for Primary Market Submissions and formed into own manual of Specifications for the EMMA Primary Market Submission Service.

1.7 February 2011

Updated manual to reflect changes to MSRB Rule G-32 as described in MSRB Notice 2010-56. Changes effective February 14, 2011.

1.8 May 2011 Updated manual to include Form G-32.

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EMMA Dataport Manual for Primary Market Submissions

Version Date Description of Changes

1.9 May 2013 Updated manual to reflect amendments to MSRB Rules G-32 and G-34 as described in MSRB Notice 2012-64. Changes effective May 6, 2013.

2.0 March 2014 Updated manual to include retail order period reporting features on Primary Market submissions as described in MSRB NOTICE 2013-20.

2.1 August 2015 Updated the Resources and Support section to reflect the change in hours of operation for Email Support.

2.2 June 2016 Updated to reflect the user navigation changes to the MSRB.org homepage, MSRB Gateway Login and Main Menu pages.

2.3 June 2018 Updated to reflect addition of ABLE program submissions and removed the word “College” from 529 Savings Plans to reflect the Tax Cuts and Jobs Act of 2017.

2.4 July 2019 Updated to reflect EMMA Dataport user interface changes.

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EMMA Dataport Manual for Primary Market Submissions

Resources and Support Online

MSRB Website: msrb.org

EMMA Website: emma.msrb.org

MSRB Support

Tel: 202-838-1330

Email: [email protected]

Live Support: 7:30 a.m. - 6:30 p.m. ET

Email Support: 7:00 a.m. – 7:00 p.m. ET

Municipal Securities Rulemaking Board

1300 I Street NW, Suite 1000

Washington, DC 20005

Tel: 202-838-1500

Fax: 202-898-1500 This resource is for informational purposes only and should be considered in conjunction with

the applicable MSRB rules and any related interpretations. The complete text of all MSRB rules

and interpretations is available at http://msrb.org/Rules-and-Interpretations/MSRB-Rules.aspx.

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Table of Contents

Introduction……………………………………………………………………………………………………………….7

PART 1: REQUIREMENTS FOR PRIMARY MARKET DISCLOSURE SUBMISSIONS…………….9

MSRB Rule G-32 and Related Requirements……………………………………………………………….9

Responsibilities of Underwriters ............................................................................. 9

Public Availability of Primary Market Disclosure Documents .............................. 10

MSRB Primary Market Subscription Service ......................................................... 11

Submissions to EMMA .......................................................................................... 11

Exceptions from Official Statement Submission Requirement ............................ 12

Designated Electronic Format of Submitted Documents ..................................... 14

Form G-32 and the Basic Submission Process…………………………………………………………… 15

Form G-32 Description .......................................................................................... 15

Form G-32 Information Submission in Single or Multiple Sessions ...................... 15

Designated Agents ................................................................................................ 15

Standard of Care for Underwriter Submissions .................................................... 16

Use of Form G-32 in Connection with Offerings and Issues ................................. 16

Basic Submission Process for Form G-32 .............................................................. 17

Issues for Which the Underwriter Must Provide G-32 Information ..................... 17

Document and Information at Time of Submission of Official Statement ........... 19

Definition of Retail Order Period .......................................................................... 21

Summary of Basic Information Requirements ...................................................... 21

Additional Items in Connection with Special Cases .............................................. 22

Disclosures to Customers and Recordkeeping Requirements…………………………………… 25

Disclosures to Customers ...................................................................................... 25

Recordkeeping ...................................................................................................... 26

PART 2: INSTRUCTIONS FOR SINGLE SUBMISSIONS…………………………………………………. 28

EMMA Dataport……………………………………………………………………………………………………… 28

Preliminaries: Registration, Login and Submissions ............................................. 28

Access EMMA Dataport ........................................................................................ 29

Overview of Typical Underwriting Submission ..................................................... 33

Submission Screen Details .................................................................................... 35

CUSIP-9 Submission Screen .................................................................................. 35

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Preview and Publish Screens ................................................................................ 45

Special Cases – Official Statement Amended, Not Available, or Not Produced ... 53

Offering Screen ..................................................................................................... 55

Special Cases – Advance Refundings and Non-Typical Underwritings ................. 58

Advance Refunding Document Submission .......................................................... 58

Remarketing Submission ...................................................................................... 65

Remarketing Submission with Change in CUSIPs ................................................. 65

Remarketing Submission with No Change in CUSIPs ............................................ 67

Remarketing Submission Change ......................................................................... 68

Commercial Paper Offering .................................................................................. 69

Voluntary Submission of a Commercial Paper Offering ....................................... 70

Security Ineligible for CUSIP Number Assignment ............................................... 71

529 Savings Plans/ABLE Programs ........................................................................ 72

Other Municipal Fund Security ............................................................................. 73

Pending, Exiting and Logging Out ......................................................................... 75

EMMA Document Archive .................................................................................... 76

Appendix…………………………………………………………………………………………………………………. 78

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EMMA Dataport Manual for Primary Market Submissions

Introduction

The Municipal Securities Rulemaking Board (MSRB) protects investors, state and local

governments and other municipal entities, and the public interest by promoting a fair and

efficient municipal securities market. The MSRB fulfills this mission by regulating the municipal

securities firms, banks and municipal advisors that engage in municipal securities and advisory

activities. To further protect market participants, the MSRB provides market transparency

through its Electronic Municipal Market Access (EMMA®) website, the official repository for

information on virtually all municipal bonds. EMMA provides free public access to official

disclosures, trade data, credit ratings, educational materials and other information about the

municipal securities market. The MSRB also serves as an objective resource on the municipal

market, conducts extensive education and outreach to market stakeholders, and provides

market leadership on key issues. The MSRB is a Congressionally-chartered, self-regulatory

organization governed by a 21-member board of directors that has a majority of public

members in addition to representatives of regulated entities. The MSRB is subject to oversight

by the Securities and Exchange Commission.

The Primary Market Disclosure Service receives submissions of official statements (OS),

preliminary official statements and related pre-sale documents, advance refunding documents,

and any amendments thereto (collectively, “primary market documents”), together with

related indexing information to allow the public to readily identify and access such documents.

These documents are submitted by brokers, dealers and municipal securities dealers acting as

underwriters, placement agents or remarketing agents for primary offerings of municipal

securities and their agents pursuant to MSRB Rules G-32 and G-34, and from issuers and their

designated agents, at no charge to the submitter.

This EMMA Dataport Manual for Primary Market Submissions describes the requirements of

MSRB’s Rule G-32 for underwriters to submit primary market disclosure documents and

information to EMMA, and gives instructions for making such submissions. Additional

information about primary market submissions is available in a set of Frequently Asked

Questions on the EMMA Dataport home screen.

This Manual has two parts. Part 1 describes the requirements for dealers to submit primary

market documents and information under MSRB Rule G-32. Part 2 provides directions for

making submissions of single offerings (for example, a single official statement and related

information). It also contains images of EMMA input screens and detailed instructions on how

to submit documents.

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Form G-32, a collection of data elements provided in electronic format pursuant to Rule G-32, is

in the appendix to this manual.

A specifications document describes how to make continuous submissions of multiple offerings

of securities. The EMMA Dataport Manual for Primary Market Submissions should be read prior

to the Specifications for the EMMA Primary Market Submission Service document for an

underwriter to understand the requirements to submit primary market disclosure documents

and related information under MSRB’s Rule G-32. The Rule G-32 requirements apply to

submissions through the website and to continuous submissions.

The Specifications for the EMMA Primary Market Submission Service provides instructions for

making continuous submissions of multiple offerings of securities. This document contains

figures and specifications for making a submission through a computer-to-computer interface.

The Specifications for the EMMA Primary Market Submission Service is located on

www.msrb.org.

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PART 1: Requirements for Primary Market Disclosure

Submissions

MSRB Rule G-32 and Related Requirements

Responsibilities of Underwriters Underwriters are required under MSRB’s Rule G-32 to submit all primary market disclosure

documents and related information to EMMA in electronic format, replacing the submission

process under previous MSRB Rule G-36. Dealers selling most municipal securities in a primary

offering to customers are required under Rule G-32 to notify customers of the availability of

official statements through the EMMA website (and in addition, at the election of the dealer,

any qualified portals) and to provide written copies of official statements to any customers

requesting such copies. Except in the case of sales of municipal fund securities, dealers will have

the option to provide to customers in primary offerings, by trade settlement, either printed

copies of official statements or written notices describing how to access official statements

from the EMMA website.

Underwriters should be especially sensitive to the necessity of timely and accurate submissions

to EMMA of official statements, preliminary official statements (when required), any

amendments thereto, and all related information to be supplied through electronic Form G-32.

In particular, with the adoption of the all-electronic standard for submission of and access to

official statements, submissions to EMMA become the lynchpin to the municipal securities

primary market disclosure system that ensures that official statements are available to

investors and the general public in a timely manner. Thus, any failure by the underwriter to

make the required submission to EMMA within one business day after receipt from the issuer,

but in no event later than the closing date, would have significant repercussions to the ability of

investors to access the document. The MSRB expects that the timing requirements of Rule G-32

will be strictly adhered to and enforced to promote the purposes of the rule and the protection

of investors.

All dealers are reminded that, in addition to their obligations under Rule G-32, they are

required under MSRB Rule G-17, on fair practice, to disclose to the customer, at or prior to the

time of trade, all material facts about the transaction known by the dealer as well as material

facts about the security that are reasonably accessible to the market. MSRB Rule G-32 does not

alter this obligation. Disclosures made after the time of trade, such as by delivery of the official

statement or by customer access to the official statement on EMMA at or near trade

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settlement, do not substitute for the required material disclosures that must be made at or

prior to the time of trade pursuant to Rule G-17. In the new issue market, the preliminary

official statement, when available, often is used by dealers marketing new issues to customers

and can serve as a primary vehicle for providing the required time-of-trade disclosures under

Rule G-17, depending upon the accuracy and completeness of the preliminary official statement

as of the time of trade. The MSRB has emphasized the importance of making material

disclosures available to customers in sufficient time to make use of the information in making

an investment decision, such as through earlier delivery of the preliminary official statement.

The MSRB urges dealers to make preliminary official statements available to their potential

customers in a timeframe that provides an adequate opportunity to make the appropriate

assessments in making an investment decision.

Additional or revised material information provided to the customer subsequent to the time

of trade (such as in a revised preliminary official statement, the final official statement or

through any other means) cannot cure a failure to provide the required material information at

or prior to the time of trade. However, a revised preliminary official statement or other

supplemental information provided to customers after delivery of the original preliminary

official statement, but at or prior to the time of trade, can be used to comply with the time-of-

trade disclosure obligation under Rule G-17.

Public Availability of Primary Market Disclosure Documents Submissions made through the EMMA primary market disclosure service during the hours of

8:30 a.m. to 6:00 p.m. Eastern time on an MSRB business day are, in general, posted on the

EMMA website within 15 minutes of acceptance, although during peak traffic periods posting

may occur within one hour of acceptance. Submissions outside of such hours often are posted

within 15 minutes although some submissions outside of the MSRB’s normal business hours

may not be processed until the next business day. Primary market disclosure documents and

related indexing information submitted to EMMA will be made available to the public through

the EMMA website for the life of the related securities.

The EMMA website is available without charge to all members of the public. It provides online

search functions utilizing available indexing information to allow users of the EMMA website to

readily identify and access documents and related information provided through the EMMA

primary market disclosure service. Basic identifying information relating to specific municipal

securities and/or specific issues accompanies the display of primary market disclosure

documents. EMMA permits users to request alerts, at no charge, if a document has become

available on the EMMA website or has been updated or amended.

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EMMA Dataport Manual for Primary Market Submissions

The MSRB reserves the right to restrict or terminate malicious, illegal or abusive usage for such

periods as may be necessary and appropriate to ensure continuous and efficient access to the

EMMA website and to maintain the integrity of EMMA and its operational components. The

MSRB is not responsible for the content of the information or documents submitted by

submitters, displayed on the EMMA website or distributed to subscribers of the EMMA primary

market disclosure subscription service.

MSRB Primary Market Subscription Service

Users wishing to obtain the primary market disclosure documents provided through the EMMA

primary market disclosure service through a data stream rather than through viewing on and

downloading from the EMMA website may purchase a subscription for such documents from

the MSRB Information on how to subscribe is posted on the EMMA website and on the MSRB

website. The EMMA primary market disclosure subscription service makes available to

subscribers all primary market disclosure documents and related indexing information posted

on the EMMA website in real-time, simultaneously with their posting on the EMMA website.

The EMMA primary market disclosure service subscription is provided through a web service

accessible by subscribers using various commercially available products. Data is streamed,

depending on the subscriber’s own software settings, using extensible markup language (XML)

files with portable document format (PDF) files of primary market disclosure documents. The

MSRB makes the EMMA primary market disclosure subscription service available on an equal

and non-discriminatory basis.

Submissions to EMMA

Official Statement and Form G-32 Submission Requirements

Under Rule G-32(b)(i)(A), underwriters are required to submit information through the

electronic Form G-32 for all primary offerings of municipal securities, regardless of whether an

official statement is produced.

Under Rule G-32(b)(i)(B), except as described below, all submissions by underwriters of official

statements are required to be made within one business day after receipt from the issuer but

by no later than the closing date for the offering.

“Closing date” is defined in Rule G-32(d)(ix) as the date of first delivery of the securities to the

underwriter. For bond or note offerings, this generally corresponds to the traditional concept of

the bond closing date. In the case of continuous offerings, such as for municipal fund securities,

the closing date is considered to occur when the first securities are delivered.

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If an official statement is being prepared for a primary offering but it is not submitted to EMMA

by the closing date, the underwriter is required under Rule G-32(b)(i)(B)(2) to provide notice of

such failure to file and to submit the preliminary official statement, if any, by the closing date,

along with notice that the official statement will be submitted to EMMA when it becomes

available. Once an official statement becomes available, the underwriter is required to submit

the official statement within one business day after receipt from the issuer. The submission of

the preliminary official statement is not a cure for a failure to submit the official statement in a

timely manner but instead is an additional obligation of the underwriter incurred upon failing to

make timely submission of the official statement.

Exceptions from Official Statement Submission Requirement

There are certain exceptions from the requirement to submit an official statement:

• If no official statement is prepared for an offering exempt from Exchange Act Rule 15c2-

12, Rule G-32(b)(i)(C) requires the underwriter to provide notice of that fact to EMMA,

together with the preliminary official statement, if any, by the closing date.

• In the case of certain limited offerings, Rule G-32(b)(i)(E) permits the underwriter to

elect not to submit the official statement to EMMA if it instead submits to EMMA, by no

later than closing: (i) notice that the offering is not subject to Exchange Act Rule 15c2-12

by virtue of paragraph (d)(1)(i) and that an official statement has been prepared but is

not being submitted to EMMA, and (ii) specific contact information for underwriter

personnel to whom requests for copies of the official statement should be made. The

contact information will be made public on EMMA. An underwriter is permitted to

voluntary upload an official statement to replace contact information after electing not

to submit an official statement that was exempt due to a limited offering from Exchange

Act Rule 15c2-12.

Limited offerings consist of primary offerings under Exchange Act Rule 15c2-

12(d)(1)(i) in which the securities have authorized denominations of $100,000 or more

and are sold to no more than 35 persons who the underwriter reasonably believes: (a)

have such knowledge and experience in financial and business matters that they are

capable of evaluating the merits and risks of the prospective investment, and (b) are not

purchasing for more than one account or with a view to distributing the securities.

• An underwriter withholding the official statement for a limited offering is required to

deliver the official statement to each customer purchasing the offered securities from

the underwriter or from any other dealer, upon request, by the later of one business

day after request or the settlement of the customer’s transaction.

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• In addition, submissions to EMMA in connection with roll-overs of commercial paper or

remarketings of outstanding issues exempt from Exchange Act Rule 15c2-12 are not

required under Rule G-32(b)(i)(F) if no new official statement is prepared for the roll-

over or remarketing or if an official statement has previously been submitted to EMMA

in connection with such securities and no amendments or supplements to the official

statement have been made since such submission. An underwriter is permitted to

voluntary upload an official statement when making a submission or modification of

commercial paper or of a remarketing with no change in CUSIP that was exempt from

Exchange Act Rule 15c2-12.

Advance Refunding Submissions Requirements

Rule G-32(b)(ii) requires that underwriters submit advance refunding documents by no later

than five business days after the closing date for primary offerings that advance refund an

outstanding issue and for which an advance refunding document has been prepared. This

requirement applies whenever an advance refunding document has been prepared in

connection with a primary offering, not just for those offerings in which an official statement

also has been prepared as under previous Rule G-36.

Amendments and Cancellations

Underwriters are required by Rule G-32(b)(iii) to submit amendments to official statements and

advance refunding documents during the primary offering disclosure period within one

business day of receipt.

The term “new issue disclosure period” under previous Rule G-32 is renamed as “primary offering disclosure period” under Rule G-32 (d)(ix) to emphasize that the rule applies to municipal securities remarketed in a primary offering, not just to new issues of municipal securities.

In addition, underwriters are required under Rule G-32(b)(iv) to submit prompt notice of any

cancellation of an offering for which a submission of a document or information relating to the

offering has previously been made to EMMA. If only a portion of an offering is cancelled, the

underwriter’s submission in connection with the remaining portion of the offering is required to

be corrected by no later than the closing date to reflect the partial cancellation of the offering.

If the entire offering is cancelled after its information was submitted to EMMA, notice of such

cancellation must be submitted promptly via Form G-32. A cancellation is deemed to have been

submitted to EMMA promptly under paragraph (vi)(C) of Rule G-32 if submitted by no later

than five business days after the underwriter cancels its trades with customers and other

dealers.

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Designated Electronic Format of Submitted Documents

Rule G-32(b)(vi)(A) prescribes the designated electronic format in which documents must be

submitted to EMMA. Rule G-32(d)(iii) establishes PDF files as the initial sole designated

electronic format, with files configured to permit documents to be saved, viewed, printed and

retransmitted by electronic means. If the submitted file is a reproduction of the original

document, the submitted file must maintain the graphical and textual integrity of the original

document.

As of, January 1, 2010, PDF files must be word-searchable, that is, allowing the user to search

for specific terms used within the document through a search or find function available in most

standard software packages. The word-searchable function will allow users to search for

specific terms used within the submitted document through a search or find function available

in most standard software packages. Diagrams, images and other non-textual elements are not

required to be word-searchable due to current technical hurdles to uniformly producing such

elements in word-searchable form without incurring undue costs.

The MSRB may in the future designate additional computerized formats as acceptable

electronic formats for submission or preparation of documents under Rule G-32 by means of a

filing with the Securities and Exchange Commission.

Submission of Documents as Multiple Files

Underwriters may submit official statements and other required documents in the form of one

or more electronic files. EMMA permits such submissions as multiple files as an accommodation

for those situations where technical or other difficulties preclude or substantially impair the

production and submission of the official statement or other document as a single electronic

file. Barring such circumstances, underwriters, issuers and investors will be best served if all

submissions of documents are made as a single electronic file rather than multiple files. In

particular, underwriters should consider the risk of potentially disseminating to the public

incomplete disclosure should they, inadvertently or otherwise, fail to submit on a simultaneous

or immediately sequential basis all of the required files of a multi-file official statement

submission.

Underwriters are required to submit to EMMA, along with a document, the date such

document is received from the issuer. In the case of the official statement, the MSRB does not

consider the underwriter to have received the official statement until it has received the

complete document. Thus, if the issuer were to provide the official statement to the

underwriter in the form of multiple files, the underwriter should not consider the official

statement to have been received from the issuer until the final file of such document necessary

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to complete the official statement has been received. In that case, the underwriter would

report the date on which such final file was received as the date on which the official statement

(including each file thereof, regardless of any earlier receipt of some such files) was received for

purposes of the required information submission.

Form G-32 and the Basic Submission Process

Form G-32 Description

Form G-32, which replaces previous Form G-36(OS) and Form G-36(ARD), includes all

information required to be submitted by underwriters under Rule G-32(b)(i)(A) and (b)(vi).

Form G-32 consists of a collection of data elements provided to EMMA in connection with a

primary offering of municipal securities. When making primary market submissions using the

web-based interface, related indexing information is entered into an on-line form or uploaded

through an extensible markup language (XML) file, and documents are uploaded as PDF files.

Computer-to-computer submissions utilize XML files for data and PDF files for documents.

Form G-32 Information Submission in Single or Multiple Sessions Form G-32 may be completed in a single session or in multiple sessions, with the initiation of

the Form G-32 submission before the official statement is received from the issuer. Rule G-32

does not require that the submission of information and the dissemination of such information

on EMMA be delayed until the related official statement has become available. Deadlines are

stated in section 2.6.

Underwriters must make a submission through Form G-32 in connection with each official

statement (or preliminary official statement, where no official statement exists), as well as in

connection with each offering for which no official statement or preliminary official statement

is to be made available through EMMA. Information relating to advance refunding documents

executed in connection with a primary offering also must be submitted through the Form G-32

submission process. During the primary offering disclosure period, submissions of amendments

to previously submitted documents are made through the same Form G-32 submission initiated

in connection with the original documents.

Designated Agents Under Rule G-32(b)(vi)(C), underwriters may designate agents to make submissions on their

behalf through the MSRB’s user account management and authentication system known as

MSRB Gateway. All submissions made on behalf of an underwriter by a designated agent are

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the responsibility of the designating underwriter, and any failure by the designated agent to

provide documents or information in a complete, timely and conforming manner will be

deemed to be a failure by the designating underwriter.

Standard of Care for Underwriter Submissions Much of the information provided by underwriters and their agents on Form G-32 is made

available to the public through the EMMA website on a real-time basis. The underwriter must

exercise due care with respect to the accuracy of the items of information provided on Form G-

32, although it is understood that much of this information may be subject to change until an

issue has reached closing. Until closing, the underwriter is expected to update promptly any

information previously provided by it on Form G-32 which may have changed or to correct

promptly any inaccuracies in such information, and is responsible for ensuring that such

information provided by it is accurate as of the closing date. Except with regard to the

submission of advance refunding documents or amendments to the official statement as

described below, the underwriter is not obligated to update information provided by it on Form

G-32 due to changes in such information occurring after the closing date, although the

underwriter remains responsible for correcting any information it provided that was erroneous

as of the later of the time the information was submitted or the closing date. Information is

deemed to be provided by the underwriter if it has been supplied by the underwriter or a

designated agent of the underwriter directly to EMMA or it has been pre-populated by the

EMMA web-based interface to the extent that such information is editable.

The underwriter is obligated to review and make any necessary corrections to such pre-

populated data. The underwriter is not responsible for any items of information pre-populated

by EMMA that are not editable by the underwriter or its designated agent. However, the

underwriter is obligated to ensure that such security in a primary offering is correctly

associated with the submission the underwriter is making.

As noted above, the MSRB expects that the requirement that all information to be supplied

through Form G-32 be accurately and completely submitted by the applicable deadlines, and

particularly by the closing date, will be strictly enforced to promote the purposes of the Rule G-

32 and the protection of investors.

Use of Form G-32 in Connection with Offerings and Issues For purposes of submitting Form G-32, an offering consists of all securities described in the

official statement, and the offering may consist of one or more issues.

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As used in this context, an offering generally corresponds to the definition of a primary

offering under Rule G-32 and Exchange Act Rule 15c2-12. Multiple issues (including but not

limited to separately designated series of an offering) on a single official statement are treated

as part of the same offering for purposes of Form G-32 submissions even if issued by different

issuers and/or underwritten by different underwriters. However, to the extent that a primary

offering is offered through more than one official statement (e.g., separate official statements

for separate issues within a single primary offering), offering-level information to be provided

through a Form G-32 submission relates solely to the portion of the primary offering described

in the official statement that is the subject of the specific submission, and the remainder of the

information related to such primary offering must be provided through a separate Form G-32

submission for the other official statement.

An issue generally consists of all securities in an offering having the same issuer, the same issue

description (including same series designation or named obligor, if applicable) and the same

dated date. In cases where no official statement is produced, each issue not described in an

official statement is considered a separate offering for purposes of Form G-32.

Basic Submission Process for Form G-32 This section describes the basic information to be provided through Form G-32 and the timing

of the submission of such information for a typical submission to EMMA under Rule G-32.

Issues for Which the Underwriter Must Provide G-32 Information

In most cases, the underwriter underwrites all issues in the offering. An underwriter must

provide Form G-32 information for all maturities that it underwrites in whole or in part. For

example, if an underwriter only underwrites two maturities of an issue consisting of ten

maturities, the underwriter must report information regarding all ten maturities.

However, sometimes when there are multiple issues in an offering (such as two series of

securities), the underwriter that is making an EMMA submission on an issue does not

underwrite other issues in that offering. In the case in which an underwriter underwrites no

portion of one or more issues in an offering, the underwriter is responsible for providing only

the nine-digit CUSIP number for the latest maturity of any non-underwritten issue. For

example, if an offering consists of three issues, only two of which were underwritten in any part

by a particular underwriter, that underwriter is responsible for providing the full information

required under Form G-32 for the two issues it underwrites but is responsible only for providing

the nine-digit CUSIP number for the latest maturity of the issue it does not underwrite.

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Information by the Date of First Execution of Transactions

The underwriter of a primary offering of municipal securities is required under Rule G-

32(b)(i)(A) and (b)(vi)(C)(1)(a) to submit, in addition to any applicable documents and

information, Form G-32 information relating to the offering in a timely and accurate manner as

follows:

• For any primary offering of municipal securities that is a new issue eligible for

submission of information to NIIDS under Rule G-34(a)(ii)(C), the underwriter of such

offering must submit all information required to be submitted on Form G-32 relating to

such offering as required under Rule G-34(a)(ii)(C); provided, however, that any items

of information required to be included on Form G-32 but for which no corresponding

data element then is available through NIIDS must be submitted through EMMA on

Form G-32 as required under Rule G-32(b)(vi). Any corrections to data submitted

pursuant to Rule G-34(a)(ii)(C) must be made promptly and, to the extent feasible, in

the manner originally submitted.

• For any primary offering of municipal securities that is not a new issue eligible for

submission of information to NIIDS under Rule G-34(a)(ii)(C) or is exempt from such

submission requirement under Rule G-34(d), the underwriter of such offering must

initiate the submission of Form G-32 information relating to the offering on or prior to

the date of first execution, and must complete the submission of all information

required to be submitted by Form G-32 relating to such offering at such times and in

such manner as required under Form G-32(b)(vi).

The following items of information are required by Form G-32 with respect to each issue the

underwriter underwrites:

• Issue-specific information consisting of the full issuer name and issue description, as

such items are expected to appear in the official statement, dated date, expected

closing date, and the date and time of formal award and first execution of the issue;

the existence of a continuing disclosure undertaking by the issuer or other obligated

persons, and information indicating whether a retail order period was conducted,

each date and each time (beginning and end) a retail order period was conducted.

For an issue that is ineligible for CUSIP number assignment, the state of the

issuer and dated date also must be provided. For an issue of municipal fund

securities, the state of the issuer also must be provided. For an issue of

commercial paper, the six-digit CUSIP number assigned to the issue also must

be provided in connection with the initiation of the commercial paper program

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(but not in connection with subsequent roll-overs, unless such information has

changed).

If the closing date has not yet been firmly established on the date of first

execution, the underwriter must provide a reasonable estimate of such closing

date at that time and must update such estimated closing date when such date

is determined. Thus, if the actual closing date differs from the expected closing

date supplied on the date of first execution, the underwriter must provide the

correct closing date by no later than the actual closing date. For an issue of

municipal fund securities, the expected closing date is the date on which the

first deliveries of securities in the issue are expected to be made.

• Security-specific information consisting of the nine-digit CUSIP number, the principal

amount at maturity of each security, and the initial offering price and the initial

offering yield for each security in the issue (including initial offering price and initial

offering yield of any securities otherwise considered not-reoffered).

For an issue that is ineligible for CUSIP number assignment, the nine-digit

CUSIP number should be omitted but the maturity date and interest rate must

be provided. For issues of municipal fund securities and commericial paper, no

security-specific information is required.

Document and Information at Time of Submission of Official Statement

The official statement is required under Rule G-32(b)(i)(B)(1) to be submitted to EMMA, along

with related Form G-32 information, within one business day after receipt from the issuer or its

designated agent, but by no later than the closing date. The underwriter is required to submit,

along with or prior to the submission of the official statement, the following items with respect

to each issue:

• The official statement document as a PDF file, as well as information on the date the

official statement was received from the issuer and confirmation of the full issuer

name and issue description, as such items actually appear in the official statement.

o For an issue of commercial paper, the official statement must be

submitted in connection with the initiation of the commercial paper

program but, pursuant to Rule G-32(b)(i)(F), is not required in connection

with subsequent roll-overs, unless the official statement has been

modified.

o For a remarketed issue, the underwriter/remarketing agent is required to

indicate whether the submitted document is the complete disclosure

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document or supplements the original official statement produced in

connection with the initial offering of the remarketed issue. Pursuant to

Rule G-32(b)(i)(F), no official statement is required in connection with a

remarketing if no such document or supplement was created.

o The underwriter is also required to make any corrections to the full issuer

name and issue description provided at the time of first execution to the

extent necessary to reflect the information as it actually appears on the

official statement.

• The underwriting spread or agency fee paid by the issuer to the underwriter for a

negotiated offering, if it is not disclosed within the official statement. Thus, if such

information is provided in the official statement as is currently the custom, the

underwriter would not be required to enter it into Form G-32.

• The timing set forth in the continuing disclosure undertaking for the submission of

annual financial information by the issuer and/or any obligated person.

In the typical offering, the submission of the document to EMMA within one business day of

receipt from the issuer will be preceded by the required initial submission of information on or

prior to the date of first execution of a transaction in the securities. However, in those cases

where the official statement submission deadline precedes the date of first execution (for

example, if the underwriter has received the official statement in advance of the date of first

execution), the underwriter is required to submit, along with or prior to the submission of the

official statement and the items of information identified above, the following additional items

with respect to each issue (which otherwise must be submitted by no later than the date of first

execution, other items normally required to be submitted by no later than the time of first

execution):

• Issue-specific information consisting of the full issuer name and issue description, as

such items appear in the official statement, and the expected closing date of the issue;

the existence of a continuing disclosure undertaking by the issuer or other obligated

persons; information indicating whether a retail order period was conducted, each date

and each time (beginning and end) it was conducted, and

o For an issue of commercial paper, the six-digit CUSIP number assigned to

the issue also must provided unless such CUSIP number has not yet been

assigned, in which case such number must be submitted promptly after

assignment but by no later than the time of first execution.

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• Security-specific information consisting of the nine-digit CUSIP number for each security

in the issue, if then available.

o If CUSIP numbers have not yet been assigned, then such numbers must

be submitted promptly after assignment but by no later than the date of

first execution, unless the issue is ineligible for CUSIP number assignment

or the issue consists of municipal fund securities or commercial paper.

Definition of Retail Order Period

For purposes of determining if there was a retail order period as part of a primary offering, the definition in Rule G-11(a)(vii) should be observed:

The term “retail order period” means an order period during which orders that meet the issuer’s designated eligibility criteria for retail orders and for which the customer is already conditionally committed will be either (i) the only orders solicited or (ii) given priority over other orders.

Summary of Basic Information Requirements

The following table summarizes the items of information to be submitted and the timing of

such submissions through Form G-32, pursuant to Rule G-32, for submissions not requiring

additional information.

Item

Timing

Full issuer name/issue description

Earlier of (i) date of first execution and

(ii) date of official statement submission

9-digit CUSIP number

Earlier of (i) date of first execution and

(ii) later of (a) official statement submission or

(b) assignment of CUSIP number

Dated date

Date of first execution

Expected closing date

Maturity Date

Interest Rate

Principal amount

Initial offering price

Initial offering yield

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Existence of the continuing disclosure

undertaking

Indication whether a retail order

period was conducted

Each date and each time (beginning

and end) a retail order period was

conducted

Official statement document

Date of official statement submission

Date official statement received

Underwriting spread/agency fee

The timing set forth in the continuing

disclosure undertaking for the

submission of annual financial

information by the issuer and/or any

obligated person

Additional Items in Connection with Special Cases

No additional information is required beyond the information described above unless (i) the

official statement is not available for submission by closing, (ii) the offering consists solely of

one or more limited offerings for which the official statement will not be made available by the

underwriter through EMMA, (iii) any issue in the offering advance refunds outstanding

securities, (iv) the underwriter is underwriting only a portion of an issue, (v) the official

statement is amended, or (vi) corrections are necessary to information previously provided.

Additional information that the underwriter is required to submit through Form G-32 and the

timing of the submission of such information for these special cases are as set forth below.

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Submission by closing for special cases

The underwriter must submit additional information by no later than closing as follows:

● If an official statement will be produced but is not yet available, the preliminary official

statement document as a PDF file, if available, or a notice that no preliminary official

statement has been prepared, and a notice that the official statement document will be

submitted when it becomes available, as required under Rule G-32(b)(i)(B)(2)(a);

• If an official statement will not be produced, a notice that no official statement has been

prepared, and the preliminary official statement document as a PDF file, if available, or a

notice that no preliminary official statement has been prepared, and an indication of

which exception under Rule 15c2-12 applies with regard to the official statement;

• If an underwriter elects to withhold an official statement from EMMA for a limited

offering under Exchange Act Rule 15c2-12(d)(1)(i), notice that the offering is a limited

offering and that the official statement will not be made available through EMMA, and

contact information for requests for copies of the official statement. An underwriter is

permitted to voluntary upload an official statement to replace contact information after

electing not to submit an official statement that was exempt due to a limited offering

from Exchange Act Rule 15c2-12.

● If an issue advance refunds outstanding securities, notice to that effect.

Submission of advance refunding document

If an issue advance refunds outstanding securities, the advance refunding document is required

to be submitted to EMMA, along with related Form G-32 information, by no later than five

business days after the closing on the refunding issue. The underwriter must submit, along with

or prior to the submission of the advance refunding document, the following items:

● The advance refunding document as a PDF file, as well as information on the date the

advance refunding document was received from the issuer;

● Information identifying the refunding issues relating to the advance refunding

document; and

● Security-specific information for the refunded securities, consisting of the original nine-

digit CUSIP number for each security refunded and, if any new CUSIP numbers are

assigned in connection with any refunded or unrefunded portions of the security, the

maturity date of such security and any such newly issued CUSIP numbers.

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New CUSIP numbers must be obtained with respect to securities advance refunded in

part pursuant to Rule G-34(a)(i)(D). For a refunded security that does not have a nine-

digit CUSIP number, the issuer name, state of issuer, issue description and maturity date

must be provided.

Submission of amendment to official statement or preliminary official statement

Amendments to the official statement or preliminary official statement occurring during the

primary offering disclosure period are required under Rule G-32(b)(iii) to be submitted by the

underwriter to EMMA within one business day of receipt from the issuer.

Revisions made to the preliminary official statement in order to convert such document into

the final official statement are not considered an amendment to the preliminary official

statement requiring submission to EMMA. Instead, the underwriter must submit the final

official statement itself.

The underwriter is required to submit, along with or prior to the submission of the amendment

to the official statement, the following items:

● The amendment document as a PDF file, as well as information on the date the

amendment was received from the issuer;

A single submission of the PDF file of the amendment meets the document

submission requirement with respect to the original official statement.

● Information on whether the submitted document supplements the original official

statement or preliminary official statement and should be displayed by EMMA along

with the original or the submitted document is the complete disclosure document and

should replace the original official statement or preliminary official statement as the

document to be displayed by EMMA.

In general, an official statement submitted for an issue in which a preliminary

official statement was previously submitted to EMMA will replace the preliminary

official statement as the “active” disclosure document on EMMA, although the

preliminary official statement will continue to be accessible through the archive

for the particular issue. Issues of municipal fund securities remain continuously in

the primary offering disclosure period for so long as securities continue to be sold

in connection with such issue and therefore numerous amendments may occur

over the course of many years. Such amendments may initially supplement the

original official statement until such time as the issuer produces an entirely new

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official statement, which new official statement is treated as an amendment that

replaces the original document and all preceding supplements. Thereafter, this

new official statement may itself be supplemented by one or more amendments

and, after a period of time, the new official statement and supplements may

again be replaced by a new official statement. This sequence generally may

continue for so long as the issuer continues selling securities in such issue.

Disclosures to Customers and Recordkeeping Requirements

Disclosures to Customers

Subsection (a)(i) of Rule G-32 retains the basic official statement dissemination requirements

for dealers selling offered municipal securities to customers as set forth in previous Rule

G-32. However, under subsection (a)(ii), dealers selling offered municipal securities, other than

municipal fund securities, are deemed to have satisfied this basic requirement for delivering

official statements to customers by trade settlement since such official statements are publicly

available for free through the EMMA website. In the case of a dealer that is the underwriter for

the primary offering, such satisfaction is conditioned on the underwriter having submitted the

official statement to EMMA. Dealers selling municipal fund securities remain subject to the

previous official statement delivery requirement.

The term “new issue municipal securities” under previous Rule G-32 is renamed as

“offered municipal securities” under Rule G-32(d)(vi) to emphasize that the rule applies

to municipal securities remarketed in a primary offering, not just to new issues of

municipal securities.

Under subsection (a)(iii) of Rule G-32, a dealer selling offered municipal securities with respect

to which the official statement delivery obligation is deemed satisfied as described above is

required to provide or send to the customer, by trade settlement, either a copy of the official

statement or a written notice advising how to obtain the official statement from the EMMA

website and that a copy of the official statement would be provided upon request. Dealers may

include in such notice additional information about obtaining the official statement from a

qualified portal, as defined in Rule G-32(d)(x). Dealers may, but are not required to, provide

such notice on or with the trade confirmation. Under Rule G-15(a)(i), confirmations are

required to be given or sent to customers at or prior to trade settlement. If the customer

requests a copy of the official statement, the dealer is required to send it within one business

day of the request by first class mail or by such other equally prompt means. Dealers are

required to honor any customer’s explicit standing request for copies of official statements for

all of his or her transactions with the dealer.

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The MSRB views the obligation to provide the first portion of the customer notice regarding the

availability of the official statement as having been presumptively fulfilled if the notice provides

the uniform resource locator (URL) for the specific EMMA website page from which the official

statement may be viewed and downloaded or the 9-digit CUSIP number for the security and the

URL for the EMMA website search page through which a search based on such CUSIP number

may be undertaken.

Currently, the page for such viewing and downloading on EMMA for a particular

security to which a 9-digit CUSIP number has been assigned has a URL of the format

“http://emma.msrb.org/SecurityView/SecurityDetails.aspx?cusip= [ENTER 9-DIGIT CUSIP

NUMBER]”. The MSRB will provide advance notice if the format of such URL is changed

in the future.

Rule G-32(a)(iv) does not substantially change the delivery obligation with respect to sales of

municipal fund securities from those that exist under previous Rule G-32(a). The selling dealer is

required to deliver the official statement (also sometimes termed the program disclosure

document or information statement) to the customer by trade settlement, provided that the

dealer may satisfy this delivery obligation for its repeat customers (i.e., customers participating

in periodic municipal fund security plans or non-periodic municipal fund security programs) by

promptly sending any updated disclosure material to the customer as it becomes available, as

set forth in paragraph (a)(iv)(A). In addition, the dealer continues to be required under revised

paragraph (a)(iv)(B) to disclose any distribution-related fee received as agent for the issuer.

Although the all-electronic standard for access to official statements is not available

for municipal fund securities, underwriters (i.e., primary distributors) of such securities

are required to submit the official statements to EMMA electronically. Dealers wishing

to fulfill their official statement delivery requirements using electronic official

statements should consider guidance previously published by the MSRB concerning the

use of electronic communications where standards for notice, access and evidence to

show delivery are met. See Rule G-32 Interpretation – Notice Regarding Electronic

Delivery and Receipt of Information by Brokers, Dealers and Municipal Securities

Dealers, November 20, 1998, reprinted in MSRB Rule Book (the “1998 Electronic

Delivery Notice”).

Recordkeeping Portions of MSRB Rule G-8 have been modified to reflect the changes to Rule G-32 and

consolidate the requirements of Rule G-32 into subsection (a)(xiii). Subsection (b)(x) of Rule G-9

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relating to preservation of such records has also been modified to conform to the changes to

Rule G-8. In general, underwriters are required to retain electronic copies of documents and

XML data files they submit to EMMA. EMMA will send an email to the submitter after a

completed submission containing information required by Rule G-8. In addition, upon

successful publication of a submission, the submitter will have an opportunity to print a

confirmation of the submission, including a display of the data and names of documents

entered into EMMA’s web-based electronic submission interface.

Underwriters must continue to maintain historical records under previous Rule G-36 pursuant

to Rule G-8(a)(xv), as revised to reflect the rescission of Rule G-36, for so long as required under

Rule G-9(b)(xi).

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PART 2: Instructions for Single Submissions

EMMA Dataport The EMMA Dataport web interface is the portion of the EMMA submission process that is

created for single submissions, via the Internet, of official statements (OS), advance refunding

documents, primary disclosure information and continuing disclosure information. In addition

to the web interface, the EMMA Dataport includes an automated computer-to-computer

interface for multiple submissions which are detailed in the Primary Market Submission

Specifications on MSRB.org.

In connection with primary market submissions, the Dataport supports underwriters and their

designated agents. You can use it to submit offering documents and Form G-32 information for

primary offerings of municipal securities, including but not limited to reofferings that constitute

primary offerings, specifically:

• Standard G-32 submissions, that is, primary offerings identified by nine-digit CUSIP

numbers;

• Commercial paper, identified by six-digit CUSIP numbers;

• Municipal securities offerings that are ineligible for CUSIP number assignment;

• 529 savings plans/ABLE programs; and

• Other municipal fund securities.

In connection with municipal securities underwritings that are advance refundings of

outstanding issues, you can use the web interface to identify the issue that is being refunded. In

connection with advance refundings, as already noted, you can submit the advance refunding

document, as required by Rule G-32. (Advance refunding documents are sometimes referred to

as escrow deposit agreements or refunding agreements.)

Preliminaries: Registration, Login and Submissions To make submissions to EMMA submissions, you must have access to MSRB Gateway, a secure

access point for all MSRB submission services, applications and associated forms.

Underwriters who were active users of MSRB’s previous e-OS system generally will be

automatically provided with a Gateway user ID and password. Other underwriter staff may

obtain the Gateway user ID, password and EMMA submission rights from their firm’s Primary A-

12 electronic mail contact. Third parties that support underwriters, such as financial printers,

can become designated agents of underwriters. A party can be a designated agent of more than

one underwriting firm.

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The Gateway manual for user account management, agent invitation and designation can be

accessed at http://www.msrb.org/Publications/User-Manuals.aspx.

Access EMMA Dataport

Logging in to EMMA Dataport to make a primary market submission can be done from the

EMMA homepage or MSRB.org.

Log in from the EMMA Home Page

From the EMMA homepage at http://emma.msrb.org, click the EMMA Dataport tab.

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Then click the Log in to MSRB Gateway button.

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Log in from the MSRB Home Page From the MSRB homepage at www.msrb.org, click LOGIN.

Log in to MSRB Gateway From the MSRB Gateway landing page, enter your User ID and Password, and click Login.

From the MSRB Gateway Main Menu, click EMMA Dataport. The EMMA Dataport Submission

Screen appears.

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If your organization has the rights to act on the behalf of another organization, you will see a

screen that will allow you to select the organization from the drop-down menu for which you

are making a submission.

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Upon selecting the organization, if applicable, the EMMA Dataport Submission Portal displays buttons, which represent the submission types you can make to EMMA. Click the Primary Market button.

From the primary market section, options are available to create or update submissions

regarding:

• Underwritings and remarketings: typical EMMA submissions for securities with 9-digit

CUSIP numbers;

• Commercial paper: submissions for securities with 6-digit CUSIP numbers;

• Securities ineligible for CUSIP number assignment;

• 529 savings plans/ABLE programs;

• Other municipal fund securities; and

• Advance refunding documents.

Overview of Typical Underwriting Submission

You may provide required information to EMMA in separate sessions as information and

documents become available, subject to the Rule G-32 deadlines. It is desirable to disclose the

CUSIP numbers and other basic data about the issue early in the underwriting process. You

should not wait until the official statement is received from the issuer to disclose this data.

Generally, the deadline for submission of the data is the date of first execution of a transaction

in the securities. (However, an underwriter that receives a complete official statement from the

issuer before the date of first execution must submit issue-specific and security-specific

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information required on Form G-32 along with or prior to the submission of the official

statement.)

Click the Create button next to Underwriting/Remarketing Submission.

On the CUSIP-9 Submission screen, enter the CUSIP-9 of any security in the offering you are

submitting and then select the New Issue option. Click a button to indicate whether you are

submitting information about a new issue (not remarketing), a remarketing with no change to

CUSIP numbers (that is, the CUSIP numbers are the same before and after the remarketing), or

a remarketing with change in CUSIP numbers (that is, new CUSIP numbers are assigned in

connection with the remarketing). Click the Submit button to proceed.

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Submission Screen Details

CUSIP-9 Submission Screen

Based on the single CUSIP number you entered, EMMA pre-populates the issue screen with

information disseminated from the Depository Trust and Clearing Corporation’s (DTCC) New

Issue Information Dissemination Service (NIIDS) and obtained from other external sources. The

Issue screen enables you to verify the information required by Rule G-32, thereby meeting the

underwriter’s duty to ensure that each security in a primary offering is correctly associated with

the submission.

NIIDS is an automated, electronic system that receives comprehensive new issue information

on a market-wide basis for the purposes of establishing depository eligibility and immediately

re-disseminating such information to information vendors supplying formatted municipal

securities information for use in automated trade processing systems. It is operated by

Depository Trust and Clearing Corporation (DTCC), a securities clearing agency registered with

the Securities and Exchange Commission providing depository services for municipal securities.

Issue Tab

In the Issue Information section, enter or verify that following information is correct:

• Full issuer name.

• Full issue description.

The plain English issuer name and issue description must be provided as they appear

(or are expected to appear) on the official statement. Do not rekey the abbreviated

“Security Description” which is shown below the data entry area.

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• Dated date.

• Expected closing date of the offering.

• Formal award date and time,

• First execution date and time, and

• Retail Order Period(s).

Check the box labeled “Check here if these securities advance refund all or a portion of

another issue” if the offering is part of an advanced refunding.

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To update the screen with the most recent NIIDS data, click the Refresh NIIDS Data link.

If NIIDS data is not available, a pop-up confirmation screen indicates that no NIIDS data was

found. Click OK to proceed.

MSRB Rule G-32 requires primary market submitters to indicate if there was a retail order

period (as defined in Rule G-11(a)(vii)). Submitters must provide information indicating whether

a retail order period was conducted along with each date and time (beginning and end) it was

conducted for a primary offering.

For the Is there a retail order period(s)? option, select Yes if a retail order period was

conducted. Date and Time fields will appear as shown below. Enter the beginning and end

dates and times. For additional retail order periods, click the Add more retail order periods link

to repeat these steps.

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If there are no retail order periods for this primary offering, select the No option.

If the primary offering advance refunds all or a portion of another issue, check the box labeled

Check here if these securities advance refund all or a portion of another issue. No further action

is required at this point regarding the advance refunding, although if you have the advance

refunding document you may submit it after you submit and publish information about the

primary (new) offering.

In the Continuing Disclosure Information section, identify whether the issuer or other

obligated persons have agreed to undertake to provide continuing disclosure information as

contemplated by Exchange Act Rule 15c2-12.

Select Yes if the issuer or other obligated person has agreed to undertake to provide continuing

disclosure information.

If the continuing disclosure undertaking for either an issuer or an obligated person requires that

it provide annual financial information, enter information relating to the timing set forth in the

continuing disclosure undertaking for the submission of annual financial information each year

for the issuer and/or obligated person.

For an issuer, enter such information either as a specific date or as the number of days or

months after a specified end date of the issuer’s fiscal year.

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For an obligated person, enter the name of such obligated person as well as a specific date or

the number of days or months after a specified end date of the obligated person’s fiscal year.

To enter information about more than one obligated person, select “add obligated person” and

enter the name of such additional obligated person as well as a specific date or the number of

days or months after a specified end date of the obligated person’s fiscal year.

In the Security Information section, verify that the following security-specific information is

correct:

• CUSIP

• Maturity date

• Interest rate

• Maturity principal amount

• Initial offering price, and

• Initial offering yield

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For capital appreciation bonds and zero coupon securities that are issued at a

discounted price that accretes over the life of the security, report the par amount at

the time of issuance, and not the par value at maturity, when submitting the

“Maturity Principal Amount” on Form G-32. Your underwriting assessment under

MSRB Rule A-13 is calculated based on the maturity principal amount entered on

this screen.

EMMA pre-populates the Issue screen with information disseminated from the New Issue

Information Dissemination Service (NIIDS), operated by the Depository Trust and Clearing

Corporation (DTCC) and CUSIP Service Bureau. MSRB Rule G-32 requires that changes to any of

the pre-populated information must be made, to the extent feasible, in the manner originally

submitted. The underwriter is also obligated to ensure that each security in a primary offering is

correctly associated with the submission the underwriter is making. Thus, the underwriter is

required to review the collection of security-specific information pre-populated by EMMA

during the submission process to ensure that all such securities have been properly associated

with the submission, and the underwriter is obligated to add additional information (including

but not limited to any relevant CUSIP numbers) not pre-populated by EMMA to the extent

necessary to fully describe the securities associated with the submission and to indicate that

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information for a security that has been pre-populated by EMMA should be removed because

such security is not in fact associated with the submission. Instructions below describe how to

remove or add CUSIP numbers with respect to an underwritten issue.

Securities Not Underwritten by Your Firm

By default, the Issue screen displays each security as “Underwritten,” which indicates that the

security is underwritten by your firm.

• Select “Not Underwritten” if your firm is not responsible for underwriting the CUSIP

number.

• If your firm partially underwrote the CUSIP number, select “Partially Underwritten” and

a box will appear to the right of Security Status in which you must enter the par amount

you firm is responsible for underwriting.

• Select “Not on issue” if the security is not part of the issue described but the CUSIP

number was issued by the CUSIP service Bureau.

• Select “Not Used” if the CUSIP number for a maturity ultimately was not issued.

Choose the appropriate status. It is important, as noted, that you ensure no security is

incorrectly shown as part of the issue being underwritten.

If any maturities in the offering are not shown on the Issue screen, click the Add Security to

Issue link and enter the CUSIP-9 for the security you wish to add.

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Click the Find link and EMMA will populate the other fields for this newly added maturity with

NIIDS data.

If the message, CUSIP has not yet been reported to EMMA – do you want to continue anyway?

appears, this indicates that EMMA has not received information from external data sources to

pre-populate fields on the Issue screen. You may end your session and resume the session using

pre-populated data when the CUSIPs and the security attributes are reported to EMMA, provided

that you enter required information no later than the date of first executions in the issue.

Alternatively, you may continue this session and manually enter Form G-32 information about

the maturities in the data entry fields.

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Add Issue Tab

To add a new issue or series, click the Add Issue tab.

You are directed to the CUSIP-9 Submission screen. On this screen, enter the CUSIP-9 for the

new issue or series in the offering, select the New Issue option, and click the Submit button.

You are then directed to the Issue 2 tab.

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You are then directed to the Issue 2 tab. Complete or verify the information on the Issue 2

screen.

Enter applicable underwriting spread information for a negotiated offering on the Offering tab.

If the official statement has not yet been received from the issuer and all relevant Form G-32

information then available has been provided, publish the information. The Publish process is

described below.

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Preview and Publish Screens

To review your submission before publishing, click the Preview button. Clicking the Save button will save the data you have entered without publishing it to the public EMMA website. Clicking the Exit button leaves the EMMA Primary Market Submission environment without saving any work. You will also lose all work if your computer is inactive and is “timed out.” If you have to leave your computer after entering data but before being able to publish, it is recommended that you “Save” the data in case you are timed out before you resume.

Review the information on the Preview screen for accuracy and completeness, if revisions are needed, click the Edit button.

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In the course of making a submission, the Submission Status field at the top of each Dataport screen displays either Not Published or Published. This indicates whether any information has been published; it does not indicate that the latest input has been published. You must publish each submission of Form G-32 data and each uploaded document to disclose information and to meet your obligations under Rule G-32.

Once the review is satisfactory, click the Publish button.

A confirmation screen appears. Once you are ready to publish, click the Yes: Publish button to

disclose and publish your submission.

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After publishing, a confirmation screen containing the following information appears:

• A submission ID (EA1444728 in the example below), which is a unique identifier and

useful for any future updates to the submission. Either the CUSIP number or the

Submission ID can be used in later sessions.

• A link to print your submission confirmation. This screen provides you with a listing of

information submitted to EMMA, along with the date and time of submission for

recordkeeping purposes.

• A link to start a new submission or to modify your existing submission, and

• A link to send your submission confirmation to a secondary email address.

Upon publication, EMMA sends an electronic receipt to the submitter. The receipt contains a

complete listing of the submission and a link to view the submission on the EMMA website.

Update Form G-32 Information

As more information about an offering becomes available (including receipt of the official

statement) or if previously entered information changes, you may modify a submission that has

already been published.

Within one day of receipt of the official statement from the issuer, but by no later than the

closing date, submit the official statement by updating the earlier submission. By updating, you

are adding the official statement file to the previously submitted data.

To submit additional information or the official statement document after having made an

initial submission of information on the offering, log in to EMMA Dataport from the EMMA

homepage.

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Click the Update button next to Underwriting/Remarketing Submission on the Primary Market

screen. In the text box, enter the Submission ID from the original submission or a CUSIP-9 in the

offering and click the arrow. Alternatively, you may choose the submission name from the list

of your pending submissions.

Verify or modify the previously published Form G-32 information on the Issue screen.

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Document Tab

There are two types of disclosure documents you may add to a primary market submission:

• Official Statement (OS)

• Preliminary Official Statement (POS)

Note that if you are not providing any of the official statement mentioned above, you

must indicate that no OS or POS are uploaded.

To upload an official statement document, click on the Document tab and select the Upload Official Statement (OS) pursuant to Rule G-32 radio button.

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Enter an optional brief description of the document in the Document Description text box and

the date in the Date Received from Issuer field. Then, click the Browse button to locate the

official statement document on your computer.

Only portable document format (PDF) files may be uploaded. All documents submitted must

be word-searchable PDF files.

The official statement must be submitted to EMMA within one business day of receipt from the

issuer, but in any event no later than closing.

The MSRB strongly encourages submitters to merge document files into a single PDF file for

submission. If the official statement must consist of more than one file, the underwriter should

not consider the official statement to have been received from the issuer until the final file is

received. This is important to avoid making potentially incomplete disclosures of material facts

to the public, such as would result from submitting and publishing an incomplete official

statement.

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If you are uploading an official statement as more than one file, click on the +Upload Multiple

Files link.

EMMA confirms a successful upload by displaying the document name on the Document screen

and adding the posting date.

An uploaded document is not disclosed to the public, as required by Rule G-32, until it is “Published.” Therefore, it is important to publish the uploaded document. In addition to displaying the document name, EMMA displays a check mark on the Check List to show that you have entered data through the Document screen. The Check List is shown on the Document, Issue and Offering screens to help you keep track of progress through the submission process.

Options are available to enable you to view or edit information about an uploaded document,

to add a document, to add a file to a multi-file document, or to replace or delete a document or

file. Click on the document type (in the example below, “Official Statement”) or the file name to

make “Options” appear.

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If desired to confirm the correct document was uploaded, click the View link next to the file

posting date to view the uploaded document.

The Edit Information option refer to editing the file description and the date received from the

issuer and the Add File option is an alternative to the Upload Multiple Files option.

If the document has already been published, Archive Document appears in place of Delete

Document. If you replace a document with another one, or delete/archive a document, EMMA

keeps it in the EMMA archive.

Documents moved to the archive are visible to the public but are not intended for use as

active disclosure documents.

Some submissions include multiple documents. For example, a remarketing may involve

submitting both a remarketing supplement and the official statement of the issue being

remarketed. Another example is the submission of an official statement, followed by an

amendment document. To upload an additional document, click the Add Document option

shown above.

EMMA displays disclosure documents in a hierarchy. This means that a document may be a

“parent” or a “child.” For example, a disclosure document might have both a main file and an

amendment file as its child. A new parent document would be added when, for example, a new

529 Savings Plan/ABLE Program disclosure document is submitted as a supplement or

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amendment to a previous disclosure. EMMA displays the most recently submitted document at

the top of the tree. Clicking on the document type causes up and down arrows to appear,

enabling you to move the document higher or lower in the display. The EMMA website displays

documents in the same order as on this screen.

Preliminary Official Statement (POS)

If a preliminary official statement is available and an official statement is being produced but is

not yet available by closing, or if no official statement is produced, submit the preliminary

official statement from the Document screen.

Check the Upload Preliminary Official Statement radio button and upload the preliminary

official statement using the procedure for official statement upload, as described above.

Special Cases – Official Statement Amended, Not Available, or Not Produced

As described in Rule G-32, requirements for certain special cases, specifically, offerings where:

an official statement is produced but is not available by closing; no official statement is

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produced; an official statement is withheld from EMMA for a limited offering; or an official

statement or preliminary official statement is amended.

If no preliminary official statement is available and no official statement is being submitted,

either because the official statement is not being prepared or because the underwriter elects to

withhold the official statement from EMMA for a limited offering under Exchange Act Rule

15c2-12(d)(1)(i), click on the Not uploading OS or POS option and select the appropriate OS

availability status from the drop-down menu.

If the chosen OS availability status is OS Available only from Underwriter – 15c2-12 Exempt

Limited Offering, a box will open with fields to enter contact information about whom a

customer may contact to obtain an official statement. Complete these fields. The contact

information will be displayed on the EMMA website.

If an underwriter chooses, an official statement can be uploaded to replace contact information

after selecting, OS Available only from Underwriter – 15c2-12 Exempt Limited Offering, the

official statement will replace the contact information provided and will be displayed on the

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EMMA website. Click on “Upload Voluntary Official Statement (OS) - Submission of OS to

Remove Contact Information for Limited Offering (See RuleG-32(b)(i)(E) (2)(b)).” Enter the

Document Description and the Date Received from Issuer and Upload the file.

If an official statement or preliminary official statement is amended within the primary offering

disclosure period, upload the amendment within one business day of receipt from the issuer.

On the Document screen, select Upload Official Statement or Upload Preliminary Official

Statement, as appropriate to the document you are amending. In Document Description, you

may enter an optional description, such as Amendment to OS. To add a file, use the Add File

option.

In general, an official statement submitted for an issue in which a preliminary official statement

was previously submitted to EMMA will replace the preliminary official statement. Revisions

made to the preliminary official statement in order to convert it into the final official statement

are not considered an amendment to the preliminary official statement. Instead of submitting

an amendment, submit the final official statement itself. Use the Replace option to replace the

preliminary official statement with the final official statement.

Offering Screen

The Offering screen enables you to input required Form G-32 information in offerings for which:

• The underwriting spread or placement fee for a negotiated offering is not disclosed in

the official statement;

• A different underwriter than the submitter underwrites an entire issue that is part of

the offering about which you are submitting information; or

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• An offering is cancelled.

Access the offering screen by clicking the Offering tab.

If the underwriting spread or placement fee for a negotiated offering is not disclosed in the

official statement, enter the amount of spread or fee. Otherwise, use the drop-down menu to

select the applicable reason for not entering the spread or fee into EMMA.

EMMA interprets the entered spread amount as either basis points (1 basis point = 0.01%) or

whole dollars, as follows:

Amount Entered Interpreted As Example

Value Entered Value Displayed

Less than or equal to 100 Basis points (Divide by

100 and display %)

25 0.25%

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Greater than 100

Dollars 10000 $10,000.00

The percent sign or dollar sign appears only after you leave the offering screen and

return to it.

Non-underwritten Related Issue

If your firm is underwriting part of an offering but is not underwriting any portion of one or

more issues in the offering, you must provide to EMMA the CUSIP number for the latest

maturity of each non-underwritten issue. To indicate this, click on “[+] Non-Underwritten

Related Issues,” enter the CUSIP number of the latest maturity of the non-underwritten issue,

and click the arrow to move the CUSIP number into the list of CUSIP references. Repeat this if

there is more than one non-underwritten issue in the offering.

Cancellation of Offering/Issue

If an offering is cancelled after offering-related information or a document has been submitted,

you must report this to EMMA promptly. A report of cancellation is considered to be made

promptly if made within five business days of the cancellation of your firm’s trades with

customers and other dealers. If only a portion of an offering is cancelled, correct the submitted

information by no later than the closing date. For example, if only one of several series of bonds

in an offering is cancelled, the cancelled series may be deleted from a submission by clicking on

Remove next to the issue description in the Offering tab.

Click the Cancel Offering button to submit a notice of cancellation if the entire offering is

cancelled (that is, all issues are cancelled). Note that the prompt to cancel an offering appears

only after submitted information is published.

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Special Cases – Advance Refundings and Non-Typical Underwritings

Advance Refunding Document Submission

If a primary offering advance refunds outstanding municipal securities and an advance

refunding document is prepared, the underwriter is required to submit to EMMA, no later than

five business days after closing of the primary offering, the advance refunding document and

related Form G-32 information. (Advance refunding documents are sometimes referred to as

escrow deposit agreements or refunding agreements.)

This section uses sample offerings to illustrate submission of an advance refunding document.

In this example, there are two offerings, with one issue in each. The relationship between

refunding and refunded issues is shown in the table.

Securities for Advance Refunding Example

ISSUE TYPE

Refunded (Outstanding)

Issue

Refunding (New)

Issue

RELATIONSHIP

Outstanding issue, now

backed by proceeds of new

issue

New issue that refunds the

outstanding issue

DATED DATE

1992 2007

Begin this process by making a submission for the refunding (new) issue – the 2013 issue in this

example. When completing the Issue screen, check the box labeled Check here if these

securities advance refund all or a portion of another issue.

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When you leave this screen and return to it, EMMA renames the tab Refunding

Other than checking the box, proceed with the submission process for the new (refunding)

issue just as for a new issue that is not a refunding. During the process of publishing the Form

G-32 information for the new issue, the Preview screen confirms that the offering has been

identified as an advance refunding.

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After publishing the refunding (new) offering, EMMA prompts you to initiate the Advance

Refunding submission. The advance refunding document, if prepared, must be submitted

within five business days of the closing of the new (refunding) issue. Immediately after the new

issue is submitted, you may proceed to submit the advance refunding document, or you may

return in a later session.

Assuming the advance refunding document (ARD) is available sometime after the first

submission session, after you log in, on the Primary Market Submissions screen select Advance

Refunding Document Submission Begin by uploading the advance refunding document (not by

entering CUSIP numbers, as for other types of submission). The optional Document Description

field is available for you to enter a description. If you will be submitting more than one ARD for

a refunding issue, it is recommended that you enter a short description of the ARDs to

distinguish them in the next step.

After you upload the advance refunding document, the Offering screen appears and prompts

you to enter a CUSIP number for the refunded issue (the outstanding issue) and a CUSIP

number for the refunding issue (the new issue that refunds the outstanding issue). Click the

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blue arrow. The Offering screen then displays corresponding issue descriptions. You may enter

additional CUSIP numbers to add more issues on either side. Use Remove to remove any issue

added in error.

If there is no CUSIP for the refunded issue either because the refunded issue was not eligible for

CUSIP number assignment or because the CUSIP number cannot be found on EMMA, check the

box to affirm No CUSIPs were assigned to the refunded issue. You will then be prompted to

enter the CUSIP for the Refunding Issue.

If there is only one issue on either the refunded or the refunding side, you do not have to enter

all its CUSIP numbers. Enter another CUSIP number only if you need to add an issue.

Click on the Refunded Issue screen, which appears showing the original CUSIP numbers of the

refunded issue. It also indicates that an advance refunding document has been uploaded (“ARD

1”).

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Associating the ARD with securities

The next step is to indicate the securities that are associated with the advance refunding

document. When the Refunded Issue screen appears, all the securities in the refunded issue are

checked, as shown above. This would indicate that all the securities in the refunded issue are

associated with (that is, are advance refunded by) the advance refunding document. If this is

correct, leave the screen unchanged. If any security is not associated with the advance

refunding document, uncheck its box. For example, matured securities would not be advance

refunded.

If there are two advance refunding documents, upload the second one on the Document

screen. Then, in the Refunded Issue screen, another “ARD” column appears next to the

securities. Check the boxes to associate the different documents with their refunded securities.

Different advance refunding documents may advance refund the same or different refunded

securities. If there are two advance refunding documents, the first one you upload is labeled

“ARD 1” and the second is labeled “ARD 2.” The Refunded Issue screen displays the optional

description you enter on the Document screen. If in doubt as to which is ARD 1 and which is

ARD 2, refer to the Document screen.

Assignment of new CUSIP numbers in advance refundings. On the Refunded Issue screen,

there are two fields labeled “New CUSIP (Refunded Portion)” and “New CUSIP (Unrefunded

Portion).” These are present in case new CUSIP numbers are assigned to outstanding maturities

pursuant to MSRB Rule G-34.

• When no new CUSIPs are assigned to outstanding maturities: In some refundings, no

new CUSIP numbers are assigned to an outstanding maturity – the original CUSIP

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numbers continue to identify the outstanding maturities. In this case, do not enter

anything in either of the “New CUSIP” fields.

• When part of an outstanding maturity is refunded and part is not: In some refundings,

an outstanding maturity receives two new CUSIP numbers. One CUSIP number identifies

the part of the outstanding maturity that is refunded by the new issue and the other

CUSIP number identifies the part of the outstanding maturity that is not refunded. In

this case, enter the two new CUSIP numbers in the “New CUSIP” fields.

As an example, assume that three-fourths of the amount outstanding for CUSIP

999999AA3 – say $750,000 out of $1 million outstanding – is refunded by $750,000 from

proceeds of the new issue and that the CUSIP of the refunded security is changed to

130909RE6. Assume that $250,000 of the outstanding issue is not refunded but that

new CUSIP number 130909RH4 replaces the original CUSIP of the unrefunded portion of

the outstanding securities. In this case, enter 999999AJ4 in “New CUSIP (Refunded

Portion)” and 999999AF1 in “New CUSIP (Unrefunded Portion).” These CUSIPs are

underlined in red and blue in the following screen image.

• When all of an outstanding maturity is refunded: All of an outstanding maturity is

sometimes refunded by the new offering. Rarely, the outstanding maturity is assigned a

new CUSIP number. If a new CUSIP number is assigned, enter the new CUSIP number in

“New CUSIP (Refunded Portion).” Leave the other “new CUSIP” field blank for that

maturity.

For example, assume that the total amount outstanding for CUSIP 999999AJ4, say $1

million, is entirely refunded by $1 million of the proceeds of the new issue and

999999AJ4 is replaced by 999999AF1. In this case, enter 999999AF1 in “New CUSIP

(Refunded Portion)” and leave the other field blank. But if no new CUSIP number is

assigned to the refunded portion, leave “New CUSIP (Refunded Portion)” blank.

The EMMA website displays an advance refunding tab, and makes the advance refunding

document available, on the securities detail screen for the refunded offering.

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EMMA Website Display of Refunded Issue

In connection with the refunding offering, an advance refunding tab is not shown on the EMMA

website. If you wish to view the advance refunding document as associated with the refunding

issue while using the EMMA website, display the securities detail screen for the refunding issue

and click on “View Document Archive” to view the archive copy of the advance refunding

document. The following screen appears.

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Remarketing Submission

The underwriter of a primary offering that is remarketing outstanding municipal securities

(typically referred to as the “remarketing agent”) must submit to EMMA an indication that the

offering is a remarketing. If new CUSIP numbers have been assigned to the remarketed

securities, the underwriter must submit the newly assigned CUSIP numbers. A submission in

connection with a remarketing is not required if there is no new disclosure document and no

change is made to the disclosure document in connection with the remarketing.

Remarketing Submission with Change in CUSIPs

Begin this process by indicating on the CUSIP-9 Submission screen whether the remarketing is a

remarketing with a change in CUSIP numbers or with no change in CUSIP numbers. In the

example below, the new offering has CUSIP number 999999AA3, which represents a change

from the original CUSIP number, 999999BB0.

To begin a submission, enter a new CUSIP number (that is, do NOT enter the original CUSIP

number), click Submit, and select the Remarketing (change in CUSIPs) option. The Remarketing

tab appears (This is the same as the Issue screen but EMMA renames the tab as Remarketing

when you indicate the offering is a remarketing.) If there is a change in CUSIP numbers, now

enter the original CUSIP number of the remarketed issue. Click on the blue arrow to move the

CUSIP number from the data entry box into the list box beneath it. You do not need to enter all

the CUSIPs in an issue – one is enough. If the remarketing transaction consists of more than one

remarketed issue, click on the Add Issue tab and enter the appropriate CUSIP number for the

second remarketed issue.

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Proceed with the submission process as for any other primary offering. When you publish the

submitted information, the Preview screen confirms that the remarketing information has been

submitted.

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Voluntary Submission of a Remarketing Change in CUSIP

The underwriter for a primary offering of a remarketing can have certain exemptions from

submitting an official statement to EMMA. (See Rule G-32(b)(i)(F)(2) ). An underwriter is

permitted to voluntary upload or can make modification to an official statement for a

remarketing with a change in CUSIP. Follow the process for making a submission for a

“Remarketing Change in CUSIP” as shown above. After submitting the remarketing indexing

data go to the “Document Tab”. Click on Upload Voluntary Official Statement (OS) –

Resubmission of Previously Submitted OS for Remarketing (See Rule G-32(b)(i)(F)(2)). Enter

the Document Description and the Date Received form Issuer and Upload the file.

Remarketing Submission with No Change in CUSIPs

The process for making a submission for a remarketing in which the CUSIPs do not change is

similar to the procedure stated above. After indicating on the CUSIP-9 submission screen that

the remarketing is a remarketing with no change in CUSIP-9 numbers, the original dated date is

required to complete submission. Original dated date is defined as the original dated date of an

issue if a new dated date is assigned for the remarketed issue in which the CUSIP number has

not changed.

Proceed with the submission process of remarketing as you would for any other primary market

document submission.

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Remarketing Submission Change

It is important to select the correct type of issue on the CUSIP-9 submission screen. Under

MSRB Rule A-13, underwriting assessments are only imposed primary offerings, and not on

remarketings. If you accidently enter a remarketing as a new issue or your new issue as a

remarketing, you must change your issue submission type.

To change submission type on the Offering tab, identify the issue you want to change. Click

Change Issue Type to change the submission type. The example below demonstrates a change

of issue type from a new issue to a remarketing. You are prompted to choose Remarketing

(Change in CUSIPs) or Remarketing (No Change in CUSIPs).

Once you choose the remarketing type you will be required to return to the Remarketing

indexing tab to confirm or edit the information previously provided.

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Commercial Paper Offering

Rule G-32 requires submission of official statements and Form G-32 information for the

initiation of commercial paper programs. Submission is not required in connection with

subsequent roll-overs unless such information has changed.

Begin a commercial paper submission by selecting Commercial Paper from the Primary Market

Submissions screen. The Issue screen for commercial paper is similar to the screen for securities

identified by nine-digit CUSIP numbers, but commercial paper is identified by an issuer’s six-

digit CUSIP number. No security-specific information is required for commercial paper offerings.

If your firm has been allocated a block of nine-digit CUSIP numbers which you can assign at your

discretion, enter only the six-digit CUSIP number.

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By no later than closing, enter on the Issue screen the issuer’s six-digit CUSIP number and select

the state. Also enter the Issuer Name and Issue Description as shown on the official statement,

and the Issue Dated Date and Expected Closing Date. Complete the Offering screen as

appropriate. EMMA pre-selects the option, Entire offering matures 9 months or less on the

Offering screen for commercial paper. Within one business day of receipt of the official

statement, upload the official statement as a PDF file.

Voluntary Submission of a Commercial Paper Offering

The underwriter for a primary offering of commercial paper can have certain exemptions from

submitting an official statement to EMMA. (See Rule G-32(b)(i)(F)(2)). An underwriter is

permitted to voluntary upload or can make modification to an official statement for commercial

paper offering. Follow the process for making a submission for a Commercial Paper Offering as

shown above. After submitting the indexing data go to the Document tab. Click on Upload

Voluntary Official Statement (OS) – Resubmission of Previously Submitted OS for Commercial

Paper Offering (See Rule G-32(b)(i)(F)(2)). Enter the Document Description and the Date

Received form Issuer and Upload the file.

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Security Ineligible for CUSIP Number Assignment

Begin submission of required information for a security ineligible for CUSIP number assignment

from the Primary Market Submissions screen. Determine whether the issuer information is

already in EMMA by searching for the state and issuer name.

If the search does not find the issuer name, click on the prompt to go to a blank Issue screen, on

which you will provide the issuer name.

Select the issuer if it is shown on the Search Results screen. If you find your issuer, click on the

issuer name to make the Issue screen appear. On the Issue screen, provide the Issuer Name and

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Issue Description as shown on the official statement. Also enter the issue dated date, expected

closing date and state. Under “Security Information,” enter all of the required information

fields. Note that if this is the first time a security is issued with respect to this offering, the

security dated date will be the same as the issue dated date. Thereafter, if additional securities

are issued with respect to this offering, you can navigate to this offering from the Primary

Market Submissions screen by using the Submission ID. By selecting Add Security you can then

add the appropriate security information for the subsequent issuance of securities for this

offering, including the dated date for the new security, which may differ from the issue dated

date. Enter the par amount of the new security as the Maturity Principal Amount.

The Issue Dated Date should not be changed – it will remain the dated date of the initial issue.

Enter the closing date, or expected closing date, of the particular security being submitted.

As for a CUSIP-9 submission, if the closing date is not yet determined by the date of the first

transaction, enter a reasonable estimate of the closing date. You must update the name,

description and closing date by no later than the date of closing.

Add Security to Offering That Is Ineligible for CUSIP Numbers

Upload the official statement for the new security. If you have previously submitted the full

official statement at the time of initial issuance and you are now submitting information for a

subsequently issued security ineligible for a CUSIP number, your document may consist of only

a cover sheet or supplement to the original document. You can use the document navigation

tools to order the various files in the appropriate manner for presentation to investors on the

EMMA web portal.

529 Savings Plan/ABLE Program

Information and instructions on Primary Market submissions for 529 Savings Plans/ABLE

Programs are available in the 529 Savings Plans/ABLE Programs Submission Manual on

MSRB.org.

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Other Municipal Fund Security

Submissions of municipal fund securities other than 529 Savings Plans/ABLE Programs (such as

local government investment pools) are similar to 529/ABLE submissions. Begin submission of

required information from the Primary Market Submissions screen. Search for the state of the

issuer of the municipal fund security.

Modify an existing plan or add a new plan.

After you upload a plan disclosure document or supplement, it is displayed like a 529/ABLE

disclosure document.

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Saving: A limited “Save” feature is available. This is intended to help users who have entered

Form G-32 data but who cannot complete the process by publishing before they are timed out

of EMMA. “Save” enables the user to save the data until resuming work on the saved

submission.

The Save button appears only if nothing from the submission has already been published.

When saving data, be aware of the following limitations:

• You may save only one primary market submission at a time. A second “save” removes

the first saved primary market submission.

• You may save one continuing disclosure submission and one primary market submission

under one user ID, if your firm submits both types of disclosure.

• Your saved data is available to you, but not to other users in your firm.

• Uploaded documents are not saved. You will have to upload all documents again when

resuming.

• If you wish to resume work on a saved submission, you must publish the saved

submission before making another submission. Otherwise, the second submission

removes the earlier “saved” submission. (However, publishing a continuing disclosure

submission does not remove a saved primary market submission, and vice versa.)

• After you save a submission, you may safely exit or log out of EMMA. Regardless of any

exit message displayed, the saved data remains saved

• To resume work, click “Access Saved Submission” on the right of the start screen. Since

only one set of data is saved, you do not have to specify which submission EMMA

should retrieve.

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Pending, Exiting and Logging Out

Pending: When you publish submitted information in an offering that has a closing date in the

future, EMMA puts the submission in Pending status. It remains “Pending” until the end of

closing date. Pending submissions can be updated from the Dataport by you, another user in

your firm, or a designated agent of your firm. Published information about pending submissions

is disclosed to the public.

Exiting or Logging Out: If you do not end an EMMA session by publishing, but instead click on

“Exit,” then EMMA does not preserve any data entered in that session. Such data is not

disclosed to the public. EMMA asks you to confirm your selection before exiting.

Alternatively, you may end an EMMA session by logging out of MSRB Gateway. As is the case

for Exiting, logging out will not save any unpublished information.

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EMMA Document Archive

EMMA includes a document archive which is visible to the public but not intended for use as

the active disclosure document for an issue. The document archive for each issue or security

generally contains all issue-related or security-related documents submitted to EMMA for

public dissemination. The archive link is displayed on the EMMA website’s Issue Detail or

Security Detail screen.

In addition to “current” documents, the archive will sometimes include duplicate submissions

of documents that may occur from time to time, as well as documents that have been

superseded through subsequent changes submitted to EMMA. In very limited circumstances, a

document may be removed altogether from EMMA, in which case the document status would

be listed as “removed.”

A submitter to EMMA may indicate on the Document screen that a document should be

replaced, deleted or archived. All such documents are moved to the EMMA archive.

Click on the document type (in the example below, Official Statement) or the file name (in the

example, OS posted 3/10/2009) to make the Options drop-down menu appear. You may add a

document or file, replace a document, delete or archive a file. If the document has not yet been

published, Delete is available; after it is published, the corresponding option is Archive.

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Appendix

Form G-32 consists of a collection of data elements provided in electronic format to EMMA in

connection with a primary offering of municipal securities pursuant to Rule G-32(b)(vi)(A). Form

G-32 has been amended since its first publication. It is shown here in its current version.

I. Underwriter/Submitter Identification

A. Name of managing underwriter

B. MSRB number of managing underwriter

C. Name of submitter company, if different than managing underwriter

D. MSRB number of submitter company, if different than managing underwriter

E. Name of individual making submission

F. Contact information for individual making submission

II. Submission Information

A. Submission type (primary market disclosure or advance refunding submission)

B. Submission identifier, only for supplements, modifications or amendments of

prior submission

III. Information for Offering

A. Offering type (debt or municipal fund security)

B. Underwriting spread/placement fee, for negotiated offerings if not included in

official statement

C. Underwriting assessment exemption/discount indicator, if applicable

D. Notice of cancellation of offering, if applicable

IV. Information for Each Issue in Offering Underwritten by Underwriter

A. Issue type (new issue, remarketing)

B. Security type (CUSIP-based issue, commercial paper with 6-digit CUSIP

information, ineligible for CUSIP number assignment)

C. Full issuer name

D. Full issue description

E. State, only for issues ineligible for CUSIP number assignment and municipal fund

securities

F. Issue dated date

G. Closing date

H. Formal award date and time

I. First Execution date and time

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J. Original nine-digit CUSIP number of remarketed issue, only if new CUSIP

numbers assigned to a remarketed issue

K. Six-digit CUSIP number, for commercial paper issues

V. Information for Each Security in Issue Underwritten by Underwriter

A. Nine-digit CUSIP number, except issues with no CUSIP numbers, issues of

commercial paper, or issues of municipal fund securities

B. Maturity date

C. Interest rate

D. Maturity principal amount, except issues of commercial paper or issues of

municipal fund securities

E. Initial offering price, except issues of commercial paper or issues of municipal

fund securities

F. Initial offering yield, except issues of commercial paper or issues of municipal

fund securities

G. Partial underwriting indicator, if less than full principal amount of security is

underwritten by underwriter

H. Security dated date, only for securities ineligible for CUSIP number assignment

and if different from issue dated date

VI. Information for Issue Not Underwritten by Underwriter (if any)

A. Nine-digit CUSIP number for latest maturity of issue, only if a different

underwriter underwrote an entire issue that is part of the offering

VII. Advance Refunding Information

A. Advance refunding indicator

B. Original nine-digit CUSIP numbers of refunded securities

C. Maturity date of refunded securities

D. Refunded issuer name, only if refunded issue has no CUSIP numbers

E. Refunded issuer’s state, only if refunded issue has no CUSIP numbers

F. Refunded issue description, only if refunded issue has no CUSIP numbers

G. Newly assigned nine-digit CUSIP numbers of refunded securities, if any

H. Newly assigned nine-digit CUSIP numbers of unrefunded balances, if any

VIII. Document Information

A. Document type (official statement, preliminary official statement, advance

refunding document)

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B. Date document received from issuer

C. Notice of OS unavailability under Rule G-32(b)(i)(B)(2)(A) or (b)(i)(C)(1), if

applicable

D. Notice of no OS submission for limited offering under SEC Rule 15c2-12(d)(1)(i), if

applicable

E. Contact information for obtaining limited offering OS, if applicable

F. Notice of POS unavailability under Rule G-32(b)(i)(D)(2), if applicable

IX. Continuing Disclosure Information

A. Continuing disclosure undertaking indicator

B. Obligated persons, if any, identified in continuing disclosure undertaking, other

than issuer (for issue subject to SEC Rule 15c2-12)

C. Date annual financial information expected to be submitted (for issue subject to

SEC Rule 15c2-12) (not required if items IX.D and IX.E are both provided)

D. Issuer/obligated person fiscal year end date (for issue subject to SEC Rule 15c2-

12) (required if item IX.C does not provide)

E. Number of days/months after fiscal year end by which annual financial

information expected to be submitted (for issue subject to SEC Rule 15c2-12)

(required if item IX.C does not provide)

IX. Retail Order Period Information

A. Retail order period indicator

B. Start date and time and end date and time for each retail order period

conducted